Equality and Diversity 36.2.1 The Supplier shall:
CONFIDENTIALITY AND PUBLICITY 9.1 Supplier will keep the existence, nature and the content of the Agreement, Accenture Data (as defined in Section 14.1), and any other information of Accenture, confidential and not disclose it to any other person. Supplier will ensure that its personnel, contractors and agents (collectively, “Personnel”) are aware of, and have committed to, confidentiality and legal obligations with respect to such information. Supplier will not make any reference to the Agreement, its terms, business information, or use Accenture’s name, logo or trademark in any public announcements, promotions or any other communication without Accenture’s prior written consent.
SEVERABILITY AND SAVINGS Each provision in this Agreement is separate. If necessary to effectuate the purpose of a particular provision, the Agreement shall survive the termination of Executive’s employment with Company. If any provision of this Agreement, in whole or in part, is held to be invalid or unenforceable, the parties agree that any such provision shall be deemed modified to make such provision enforceable to the maximum extent permitted by applicable law. As to any provision held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in effect.
Quality and Extent of Services The Board considered the terms of the Agreement, including the scope of advisory services provided under the Agreement. The Board noted that, under the Agreement, XXXX provides portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel and the resources made available to such personnel. The Board also considered the risks to XXXX in sponsoring or managing the Fund, including financial, operational and reputational risks, the potential economic impact to XXXX from such risks and XXXX’s approach to addressing such risks. The Board reviewed the Fund’s performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Funds in Review” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from XXXX regarding such funds and, where appropriate, XXXX’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that, for the one-, three- and five-year periods ended December 31, 2020, the Fund’s performance (Class A shares) was in the 4th quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-, three- and five-year periods ended December 31, 2020. The Board noted the disappointing investment performance of the Fund in recent periods and continued to discuss with senior management of XXXX the factors contributing to such underperformance and actions being taken to improve performance. The Board noted changes in the Fund’s management process that were made effective May 25, 2021. The Board recognized the efforts by XXXX in recent years to enhance its investment platform and improve long-term performance across the DWS fund complex. Fees and Expenses. The Board considered the Fund’s investment management fee schedule, operating expenses and total expense ratios, and comparative information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.097% fee paid to DIMA under the Fund’s administrative services agreement, were lower than the median (1st quartile) of the applicable Broadridge peer group (based on Broadridge data provided as of December 31, 2020). The Board noted that the Fund’s Class A shares total (net) operating expenses (excluding 12b-1 fees) were expected to be lower than the median (2nd quartile) of the applicable Broadridge expense universe (based on Broadridge data provided as of December 31, 2020, and analyzing Broadridge expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Broadridge Universe Expenses”). The Board also reviewed data comparing each other operational share class’s total (net) operating expenses to the applicable Broadridge Universe Expenses. The Board noted that the expense limitations agreed to by XXXX were expected to help the Fund’s total (net) operating expenses remain competitive. The Board considered the Fund’s management fee rate as compared to fees charged by XXXX to comparable DWS U.S. registered funds (“DWS Funds”) and considered differences between the Fund and the comparable DWS Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“DWS Europe Funds”) managed by DWS Group. The Board noted that XXXX indicated that DWS Group does not manage any institutional accounts or DWS Europe Funds comparable to the Fund. On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.
Confidentiality and Publication 4.1 Any information which is disclosed by Xxxxxxx to the Recipient or the Recipient Scientist in connection with the Research Project and/or the Original Material ("Confidential Information") shall remain confidential to, and the property of, Xxxxxxx. The Recipient and the Recipient Scientist hereby agree that for so long as the Confidential Information remains confidential in nature, the Recipient and the Recipient Scientist shall keep the Confidential Information secret. Upon request, the Recipient shall inform Xxxxxxx and the Xxxxxxx Scientist on the status of its research. The Recipient Scientist will inform Xxxxxxx at least 30 days in advance of the submission of any potential publication of any form (abstract, manuscript, review, oral presentation, patent application etc.) related to the use of the Material and/or Modifications or the Research Project. If Xxxxxxx believes that co-authorship is required, Xxxxxxx and Recipient Scientist shall discuss in good faith co-authorship of all oral or written publications. If Xxxxxxx does not require co-authorship, the Recipient Scientist shall acknowledge Xxxxxxx and Xxxxxxx Scientist as the source of the Material in all publications reporting use of the Material and/or Modifications. The Recipient Scientist shall reference the following publication(s) in all publications reporting the use of the Material: Xxxxxx J; Xxxxxxx L, Xxxxxxxx H, Xxxxxxxxxxxx S, Xxxxxxxx E, Xxxxxxxx D, Xxxxxxx G (1991). "Transgenic mice expressing human tumour necrosis factor: a predictive genetic model of arthritis." EMBO J.; 10(13); 4025-31. If Xxxxxxx believes that the publication contains any Confidential Information it shall so notify the Recipient Scientist. Recipient shall proceed to implement the amendments requested by Xxxxxxx including the removal of any Confidential Information, with every effort made so that such amendments made will not compromise the timing nor the scientific value of the publication or presentation.
Severability and Reformation If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
Confidentiality and Data Protection 12.1. The parties undertake to keep technical and commercial information of each other secret, except for publicly available information which has become known to them while executing the present agreement, and not transfer it to third parties without a written consent from the other party or its legal representatives.
Confidentiality and Use of Information a) Contractor shall hold in trust for the District, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the District’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation.
